Agreement - Services Agmt with Appriss Insights

SERVICES AGREEMENT
(Not Construction Related)
THE CITY OF GLENDALE, ARIZONA
AND
APPRISS INSIGHTS, LLC

This Services Agreement (“Agreement”) is entered into and effective between the CITY OF GLENDALE, an Arizona
municipal corporation ("City") and Appriss Insights, LLC, a Delaware corporation, authorized to do business in
Arizona (“Consultant”) as of the day of 2023 (“Effective Date”).

RECITALS
A. City intends to undertake a project for the benefit of the public and with public funds, that is more fully set
forth in Exhibit A attached (the "Project");

B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit A, Project Scope of Work (“Scope”);

Cc. Consultant desires to provide City with services (“Services”) consistent with industry-best practices and the
standards set forth in this Agreement, in order to complete the Project; and

D. City and Consultant desire to memorialize their agreement with this document.
AGREEMENT
The parties hereby agree as follows:

1. Key Personnel; Other Consultants and Subcontractors.

1.1 Services. Consultant will provide all Services necessary to assure the Project is completed timely and
efficiently consistent within Project requirements, including, but not limited to, working in close
interaction and interfacing with City and its designated employees, and working closely with others,
including other consultants or contractors, retained by City.

2. Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project. Nevertheless, this Agreement terminates one year from the effective
date, however, the City will have the option to renew for four (4) additional years in annual increments.

3. Consultant’s Work.

3.1 Standard. Consultant must perform Services in accordance with the standards of due diligence, care,
and quality prevailing among consultants having substantial experience with the successful furnishing
of Services for projects that are equivalent in size, scope, quality, and other criteria under the Project
and identified in this Agreement.

3.2 Licensing. Consultant warrants that:

a. Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and

b. Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment').

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

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3.3

Compliance.

a.

Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards
and criteria designated by City.

Consultant must not discriminate against any employee or applicant for employment on the
basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender
identity or expression, genetic characteristics, familial status, U.S. military veteran status or
any disability. Consultant will require any Sub-contractor to be bound to the same
requirements as stated within this section. Consultant, and on behalf of any subcontractors,
warrants compliance with this section.

Compensation for the Project.

4.1

4.2

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Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $126,843.14 as specifically detailed in Exhibit B
("Compensation").

Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a.

Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.

Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.

Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority
and govern the conduct of the parties.

Allowances. An “Allowance” may be identified only for work that is required by the Scope and the
value of which cannot reasonably be quantified at the time of this Agreement.

a.

As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts and
any unused allowance at the completion of the Project will remain with City.

Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.

Consultant will not use any portion of an Allowance without prior written authorization
from the City.

Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public participation, radio path studies
and material testing.

Billings and Payment.

Applications.

5.1

5.2

a. Consultant will submit invoices (each, a “Payment Application") directly to
glendalepolicepayables@elendaleaz.com and City will remit payments based upon the
Payment Application as stated below.

Payment.

a. After a full and complete Payment Application is received, City will process and remit

payment within 30 days.

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Termination.

6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by delivering
a written termination notice stating the effective termination date, which may not be less than 15
days following the date of delivery.

a. Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.

b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of the
required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of this
Agreement within seven days after receipt of written notice specifying the breach.

a. Consultant will not be entitled to further payment until after City has determined its damages.
If City's damages resulting from the breach, as determined by City, are less than the equitable
amount due but not paid Consultant for Services furnished, City will pay the amount due to
Consultant, less City's damages, in accordance with the provisions of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject to
consequential damages more than $1,000,000 or the amount of this Agreement, whichever
is greater.

Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating,
securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or consultant of any
other party to this Agreement.

Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain insurance
against claims for injuries to persons or damages to property which may arise from or in connection with the
performance of all tasks or work necessary to complete the Project as herein defined. Such insurance shall
cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.

8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01, including
products and completed operations, with limits of no less than $1,000,000 per occurrence
for bodily injury, personal injury, and property damage. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location or the general
aggregate limit shall be twice the required occurrence limit.

8.2. Indemnification.

a. To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an "Indemnified
Party," collectively, the "Indemnified Parties") for, from, and against any and all claims,
demands, actions, damages, judgments, settlements, personal injury (including sickness,
disease, death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys' fees and litigation
expenses (each, a "Demand or Expense" collectively "Demands or Expenses") asserted by a
third-party (i.e. a person or entity other than City or Consultant) and that arises out of or
results from the breach of this Agreement by the Consultant or the Consultant’s negligent
actions, errors or omissions (including any Subconsultant or Subcontractor or other person
or firm employed by Consultant), whether sustained before or after completion of the
Project.

b. This indemnity and hold harmless provision applies even if a Demand or Expense is in part
due to the Indemnified Party's negligence or breach of a responsibility under this Agreement,

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10.

11.

but in that event, Consultant will be liable only to the extent the Demand or Expense results
from the negligence or breach of a responsibility of Consultant or of any person or entity
for whom Consultant is responsible.

c Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.

E-verify, Records and Audits. To the extent applicable under A.R-S. § 41-4401, the Consultant warrants its
compliance and that of its Subconsultants with all federal immigration laws and regulations that relate to their
employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Consultant or
Subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement and may result
in the termination of the Agreement by the City under the terms of this Agreement. The City retains the legal
right to randomly inspect the papers and records of the other party to ensure that the other party is complying
with the above-mentioned warranty. The Consultant and Subconsultant warrant to keep their respective
papers and records open for random inspection during normal business hours by the other party. The
Consultant and Subconsultant shall cooperate with the City’s random inspections, including granting the City
entry rights onto their respective properties to perform the random inspections and waiving their respective
rights to keep such papers and records confidential.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a
boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Consultant certifies that it does not currently, and during
the term of this Agreement, will not use:

the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

c any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

Attestation of PC] Compliance. When applicable, the Contractor will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Contractor with oversight responsibility.

Notices.

13.1 A notice, request or other communication that is required or permitted under this Agreement (each
"Notice") will be effective only if:

The Notice is in writing; and

b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).

c. Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:

(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service; or

(2) As of the next business day after receipt, if received after 5:00 p.m.
d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.

e. Digitalized signatures and copies of signatures will have the same effect as original signatures.

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13.2 Representatives.

a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:

Appriss Insights, LLC

c/o Jarrod Carnahan

Attn: General Counsel

9901 Linn Station Road, Suite 200
Louisville, Kentucky 40223

b. City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale

c/o Chris Briggs, Police Chief
Attn: Glendale Police Department
6835 N. 57% Drive

Glendale, Arizona 85301

With required copy to:

City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
c. Concurrent Notices.
(1) All notices to City's representative must be given concurrently to City Manager and
City Attorney.
(2) A notice will not be deemed to have been received by City's representative until the

time that it has also been received by the City Manager and the City Attorney.

@) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.

14. Entire Agreement; Survival; Counterparts; Signatures.
14.1 Integration. This Agreement contains, except as stated below, the entire agreement between City

and Consultant and supersedes all prior conversations and negotiations between the parties regarding
the Project or this Agreement.

a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.

b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

c Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response or any excerpts, if any, and this Agreement, will be resolved by the terms and
conditions stated in this Agreement.

14.2 Interpretation.

a. The parties fairly negotiated the Agreement's provisions to the extent they believed necessary
and with the legal representation they deemed appropriate.

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15.

16.

17.

14.3

14.4

14.5

14.6

14.7

Term.

15.1

15,2

b. The patties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

c. The Agreement will be interpreted in accordance with the laws of the State of Arizona.

Survival. Except as specifically provided otherwise in this Agreement, each warranty, representation,
indemnification and hold harmless provision, insurance requirement, and every other right, remedy
and responsibility of a Party, will survive completion of the Project, or the earlier termination of this
Agreement.

Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.

Severability. If any provision of this Agreement is voided or found unenforceable, that determination
will not affect the validity of the other provisions, and the voided or unenforceable provision will be
reformed to conform with applicable law.

Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

The term of this Agreement commences upon the effective date and continues for a one-year period.
There are no automatic renewals. However, the City will have the option to renew for four (4)
additional years in annual increments.

Extension for Procurement Processes. Upon the expiration of the Term of this Agreement, including

the initial term and any renewals, at the City’s sole discretion, this Agreement may be extended on a
month-to-month basis for a maximum of six (6) months to allow for the City to complete its
procurement process to select a vendor to provide the services/materials similar to those provided
under this Agreement. The City will notify the Contractor in writing of its intent to extend the
Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension
provided under this subsection will continue under the same terms and conditions as in effect
immediately prior to the expiration of the then-current term.

Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A Project/Scope of Work
Exhibit B Compensation

[Signatures on following page]

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The parties enter into this .\greement effective as of the date shown above

City of Glendale,
an Arizona municipal corporation

By: Kevin Phelps
Its: City Manager
ATTEST:

Julie K. Bower
City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

Appriss Insights, LLC,
a Delaware corporati

a

bs arrod apetian

Its: Vice President, Government & Victnn Svcs

05/40/2023

EXHIBIT A
Services Agreement

PROJECT/ SCOPE OF WORK

(9 pages)

See Consultant’s attached Service Agreement.

EXHIBIT A

APPRISS‘

INSIGHTS

An Equifax Company

VINE’ Service Agreement

Agreement No. Date: 8/25/2023
BETWEEN: CUSTOMER:
Appriss Insights, LLC City of Glendale Police Department
9901 Linn Station Rd., Suite 200 Glendale, AZ

Louisville, KY 40223-3842

I Appriss Insights, LLC (the “Service Provider” or “Appriss”) hereby agrees to
provide victim notification services known as the VINE® Service as described herein (the
“Services”).

A. The Services will be provided to: The City of Glendale (the Customer”). The
Customer hereby agrees to purchase from the Service Provider the Services on the terms
and conditions hereinafter set forth.

B. This Agreement shall be effective as of August 21, 2023, and shall, subject to the
terms of Paragraph XIII, continue for 12 consecutive months with the option to for four
additional years in one-year increments. Billing of ‘Recurring Operational Fees’ shall
not effect the Service Agreement renewal date.

I. Description of Services. VINE® Service - Subject to the conditions and limitations
contained herein, the Service Provider shall:

A. Be responsible for all development associated with the processing of the
notification signal and the actual notification attempts once the signal has been
transmitted.

The Customer and its Participating Agencies will assist the Service Provider in
coordinating initial work required by the existing vendors or in-house resources.
Third party vendor costs associated with any required modifications to the
Customer’s system to pass the required data to the VINE interface are not included
and are the responsibility of the Customer. Where applicable, costs of postage and
stationary are excluded.

B. Dedicate a special telephone number for the Customer’s use of the VINE
Service Center.

Cc. Process incoming and outgoing victim calls.

1. Victim notification calls only occur after the Customer manually
enters the required data into the Customer’s automated system which creates
a file with the required data that is transmitted to the VINE Data Center.
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D.

VINE! Service Agreement

2. Upon receipt of the required data, the notification processes as
defined in the VINE scope of work are performed.

3. After the initial start-up period, the Customer is responsible for making
modifications to their automated system (Booking System) and will manage
their internal resources and/or system vendor to modify or provide the required
programming to provide the Service Provider with the data required.

The Customer shall bear all costs associated with these changes or
modifications to their existing automated system after the initial connection.
The Service Provider acts only in the capacity of consultant to assist in this
work, Third party vendor costs associated with any required modifications to
the Customer’s system to pass the required data to the VINE interface are not
included and are the responsibility of the Customer.

Provide support services on a 24 hour a day, 7-days a week basis through its

Customer First Center (the “CFC”).

Supplies and Materials. The Service Provider shall make available certain

materials and supplies to the Customer for use in introducing VINE to the community.

IV.

Appriss will provide promotional brochures and merchandise within the Customer’s annual
budget for all VINE services one time per contract year as part of the recurring operational

fees.

At the Customer’s expense, support materials in excess of agreed upon quantities may be
purchased from the Service Provider at our published pricing.

Fees and Commissions. Prior to this Agreement being valid, and service to begin:

A,

The Service Provider must receive a purchase order from the Funding Source

(as defined in Appendix A hereto) to cover the following fees.

1. Recurring Services Fee shall include the following:
a) The annual cost of operating and supporting the VINE Service;
5) Hardware and proprietary software (the “VINE Software”) used
to power VINE;
°) All incoming and outgoing calls;
d) 24 hour monitoring of the service; and
e) The cost of transmitting all data.

The Recurring Services Fee for VINE will be $22,056.84.

Invoices not paid within 30 days of the date of invoice will be assessed a finance charge

of 1%

per month.

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Vv. Performance of Additional Services. The parties agree that should the Service
Provider choose to perform, at the Customer’s request, any services not covered by this
Agreement, the Customer shall compensate the Service Provider for its direct labor, parts and
subcontracted work at the Standard Rate of $160.00/hour.

Booking System Interface Changes. For purposes of clarity, all work done by Appriss
Insights, LLC, related to an agency changing their booking system from their existing
VINE supported booking system to a new VINE supported booking system including,
but not limited to, interface installation, setup, configuration, testing and
documentation is considered standard maintenance and covered under this service
agreement. A VINE supported booking system is one for which an interface already
exists.

Booking systems not yet supported by VINE, i.e., without an existing interface, are not
considered standard maintenance and are subject to the hourly contract rate for
performance of additional services as noted in this section V. Third-party costs
(booking system vendors, agency IT staff, etc.) associated with any booking system
changes are not covered under this agreement.

VI. Warranty. The Service Provider represents and warrants qualified personnel
shall perform the Services in a competent and professional manner. If the VINE Software
does not substantially conform to the VINE Software specification, the Service Provider’s sole
obligation under this warranty is to remedy such defect, provided that the VINE Software has
not been modified by anyone other than the Service Provider. These express limited
warranties are in place of all other warranties, express or implied, including, without
limitation, implied warranties of merchantability or fitness for a particular purpose,
infringement and all such other warranties are expressly disclaimed and excluded by the
Service Provider.

VIL Ownership of Intellectual Property; Licenses. The Service Provider retains all
ownership rights in the VINE Software and all documents, designs, inventions, copyrightable
material, patentable and unpatentable subject matter and other tangible materials authored or
prepared by the Service Provider (the “Intellectual Property”) in connection with the

Services. The Service Provider hereby grants the Customer during the term of this Agreement,
a limited, non-exclusive, non-transferable, non-sublicensable license to use the VINE
Software in connection with the provision by the Service Provider of the VINE Services Sor the
Customer’s internal purposes only. Nothing herein shall grant the Customer a license to the
source code of the VINE Software.

Nothing contained herein shall be construed to grant the Service Provider any ownership rights
in data supplied by the Customer to the Service Provider in connection with this

Agreement. Further, Service Provider shall not use any data it receives from victims of crime, or
data it receives from Customer or any third party pertaining to victims of crime, except for the
provision of the VINE Service.

Service Provider builds and maintains databases and solutions utilizing data from disparate
incarceration systems. The hygiene, maintenance and storage of this incarceration data improves

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data quality and solutions for all clients seeking to manage risk, security and fraud (collectively
“Risk Solutions”). A network effect is created whereby benefits increase with each participating
organization. Customer permits internal access (within Service Provider) to the incarceration
data for development and improvement of Service Provider’s Risk Solutions. Customer
authorizes third-party access to the incarceration data only for Risk Solutions. Notwithstanding
the foregoing, and in accordance with Section IX herein, Service Provider may utilize non-
confidential incarceration data made available to the public.

VII. Intellectual Property Indemnification. The Service Provider hereby agrees to
indemnify, hold harmless and defend the Customer, its affiliates, subsidiaries, Officers,
directors, employees, independent contractors and agents from and against all claims,
liabilities, losses, expenses (including reasonable attorneys’ fees), fines, penalties, taxes or
damages (collectively “liabilities”) asserted by any third party against the Customer to the
extent such liabilities result from the infringement by the VINE Software of any third party’s
trade secrets, trademarks, copyrights, or patents issued as of the date of this Agreement;
provided that the Customer (i) promptly notifies the Service Provider of any third party claim
subject to indemnification hereunder, (ii) gives the Service Provider the right to control and
direct the preparation, defense and settlement of any such claim and (iii) gives full
cooperation to the Service Provider for the defense of same.

The foregoing provisions shall not apply to any infringement arising out of: (i) use of the
VINE Software other than in accordance with applicable documentation or instructions
supplied by the Service Provider or for other than the Customer’s internal purposes; (ii) any
alteration, modification or revision of the software no t expressly authorized in writing by the
Service Provider; or (iii) the combination of the VINE software with software, data, products
and/or services not provided by the Service Provider.

In case any of the software or any portion thereof is held, in any such suit to constitute
infringement, the Service Provider may within a reasonable time, at its option, either (i) secure
Jor the Customer the right to continue the use of such infringing item; or (ii) replace, at the
Service Provider’s sole expense, such item with a substantially equivalent non-infringing item or
modify such item so that it becomes non-infringing.

IX. Confidentiality. The Service Provider shall not disclose or remarket to any person,
firm or entity any Confidential Information without the Customer’s express, prior written
permission; provided, however, that notwithstanding the foregoing, the Service Provider may
disclose Confidential Information to the extent that, on the advice of Service Providers’
counsel, it is required to be disclosed pursuant to a statutory or regulatory provision or court
order.

“Confidential Information” means all documents, reports, data, records, forms and other
materials obtained by the Service Provider from the Customer in the course of performing any
Services (including, but not limited to, the Customer records and information): (i) that have
been marked as confidential; (ii) whose confidential nature has been made known by the
Customer to the Service Provider; or (iii) that due to their character and nature, a reasonable
person under like circumstances would treat as confidential.

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Notwithstanding the foregoing, Confidential Information does not include information which:
(i) is already known to the Service Provider at the time of disclosure by the Customer; (ii) is or
becomes publicly known through no wrongful act of the Service Provider; (iii) is
independently developed by the Service Provider without benefit of the Customer’s
Confidential Information; (iv) is received by the Service Provider from a third party without
restriction and without a breach of an obligation of confidentiality; (v) information that the
Service Provider is required to publish or may use under this Agreement; or (vi) information
that is public information.

4 Liability Limit. The Service Provider’s total liability to the Customer shall be limited to
direct damages in an amount not to exceed the total amount paid by the Customer for the
Services during the 12 months immediately preceding the loss. The foregoing remedy is the
Customer’s sole and exclusive remedy. The Service Provider shall not be liable to the
Customer for any special, incidental, or consequential damages even if the Service Provider
has knowledge of the possibility of such loss or damage. The Service Provider will not be
responsible for failure to provide software or Services if due to any cause or condition beyond
the Service Provider’s control.

XI. Force Majeure. The Service Provider shall not bear any liability or responsibility
whatsoever to any other party for any failure to perform or delay caused by fire, earthquake,
explosion, flood, hurricane, tornadoes, the elements, acts of God or the public enemy,
restrictions, limitations or interference of governmental authorities or agents, war, invasion,
insurrection, rebellion, riots, strikes or lockouts, inability to obtain necessary materials, goods,
services, utilities or labor, or any other cause whether similar or dissimilar to the foregoing
which is beyond the reasonable control of the Service Provider, and any such failure or delay
due to said causes or any of them.

XI. Entire Agreement; Inconsistent Terms. This Agreement and all exhibits, appendices,
and schedules attached hereto are the complete and exclusive statement of the agreement
between the Customer and the Service Provider, and supersede any and all other agreements,
oral or written, between the parties.

This Agreement may not be modified except by written instrument signed by the Customer and
by an authorized representative of the Service Provider. The parties agree that any terms or
conditions of any purchase order or other instrument that are inconsistent with, or in addition
to, the terms and conditions hereof, shall not bind or obligate the Service Provider.

XIII. Term and Termination. This Agreement shall commence upon the date set forth above
and continue in effect for 12 consecutive months with the option to for four additional years in
one-year increments.

Each renewal period is subject to a 3% annual increase.

Either party may terminate this Agreement if the other party breaches this Agreement and
fails to cure such breach within thirty (30) days of written notice of such breach. In the event

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of any expiration or termination, Customer shall cease any further use of the Intellectual
Property and the software.

XIV. Parties in Interest. Nothing in this Agreement, express or implied, is intended to
confer upon any other person any rights or remedies of any nature whatsoever under or by
reason of this Agreement. Nothing in this Agreement shall be construed to create any rights
or obligations except among the parties hereto, and no person or entity shall be regarded as a
third-party beneficiary of this Agreement.

XV. Assignment. This Agreement shall bind and inure to the benefit of the Service
Provider’s successors and assigns. The Customer may not assign its rights, duties, or
obligations under this Agreement without prior written consent of the Service Provider.

XVI. Jurisdiction and Choice of Law. This Agreement and all questions relating to its
validity, interpretation, performance, and enforcement shall be governed and construed in
accordance with the laws of the Commonwealth of Kentucky.

Service Provider and Customer hereby consent to the jurisdiction of any competent court of
record of the Commonwealth of Kentucky located in Jefferson County, Kentucky, with respect
to any actions arising from this Agreement. No action may be brought by either party against
the other later than one (1) year after the cause of action has accrued.

XVII Customer’s Project Manager. For the purposes of this project, the following contact
will be used as the Customer’s project management contact. All project responsibilities that
belong to the Customer will be coordinated and managed by this contact. The Customer
appoints the project manager to be Melissa Brickhouse Thomas, who can be reached at
telephone number 623-930-3724, or via email at mthomas@glendaleaz.com.

XVII. Taxes. Except to the extent that Customer has provided an exemption certificate,
direct pay permit or other such appropriate documentation, Service Provider shall add to
each invoice any sales, use, excise, value-added, gross receipts, services, consumption and
other similar transaction taxes however designated that are properly levied by any taxing
authority upon the provision of the Services, excluding, however, any state or local privilege
or franchise taxes, taxes based upon Service Provider’s net income and any taxes or amounts
in lieu thereof paid or payable by Service Provider in respect of the foregoing excluded items.

Signature Page follows

Page 6 of 8
VINE 2021-00
Agreement No:

APPRISS*
INSIGHTS

sn ete congiy VINE’ Service Agreement

APPRISS INSIGHTS, LLC. BY:

Li V0 [2023

PO Date

Jarrod Carnahan Vice President, Victim Services

Name Title

Customer Acceptance of Proposal: The above prices, proposal, provisions and conditions are
satisfactory and are hereby accepted. Service Provider is authorized to do the work as
specified. Payment will be made as described on the terms outlined in this Service Agreement.

CUSTOMER BY:
Mia 7 W-le- 99a3
SignatuFe Date
Chris Briggs Chief of Police
Name Title

Page 7 of 8
VINE 2021-00
Agreement No:

APPRISS*
INSIGHTS
An Equifax Company

APPRISS INSIGHTS, LLC
SERVICE AGREEMENT - APPENDIX A
Customer:
Billing Address:
Street Address
City State Zip
Finance Contact:
Name Title
Telephone: Fax:
E-mail :
Funding Source:
Billing Address:
Street Address
City State Zip
Finance Contact:
Name Title
Telephone: Fax:

Date funds to be received from Funding Source:

If you pay by check, please make check payable to Talx Corporation and send to:
Appriss Insights, LLC
4076 Paysphere Circle
Chicago, IL 60674-4076
If you choose to pay by ACH/EFT, please send payment to the following:
ACH/EFT Wire
Bank of America Account Number: 5800404260
ABA Routing Number: ACH/EFT - 071000039
ABA Routing Number: Wire - 026009593
Tax ID: 85-3941369
Please forward remittance information regarding electronic payments to:
ewspaymentsinfo@equifax.com.

Questions and correspondence related to billings and/or payments may be directed to:

Emily Kamer

Client Relationship Manager
Appriss Insights, LLC

9901 Linn Station Road, Suite 200
Louisville, KY 40223-3842

(502) 815-5574
ekstaples@appriss.com

Page 8 of 8
VINE 2021-00
Agreement No:

EXHIBIT B
Services Agreement

COMPENSATION
(1 page)
NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Consultant for full completion of all work required by the Project during
the entire term of the Project must not exceed $126,843.14.

DETAILED PROJECT COMPENSATION

First year cost will be $22,056.84. Each renewal period is subject to a 3% annual increase.